First Financial Bancorp. · NASDAQ:FFBC
First Financial Bancorp — Merger or Acquisition (July 2017)
19 slides from First Financial Bancorp's merger presentation, Jul 25, 2017
Slide 1: Forward-looking statements
2 Certain statements contained in this presentation which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1955. Such statements include, but are not limited to, certain plans, expectations, goals, proje
Slide 2: Additional information about the proposed merger
3 This investor presentation is being made in respect of the proposed merger transaction between First Financial Bancorp. (“First Financial”) and MainSource Financial Group, Inc. (“MainSource”). First Financial intends to file a registration statement on Form S-4 with the Securities and Exchange Com
Slide 3: Transaction Overview
4 Transaction Overview Negotiated transaction combining two high performing Midwest community banks to create a $13 billion institution with scale & strength in both commercial & retail banking Complementary balance sheets with geographies across Indiana, Ohio & Kentucky Expands franchise coverage i
Slide 4: Complementary Midwest Footprint
5 Complementary Midwest Footprint All branches located in Northwest Indiana and within the Chicago MSA Note: Deposit market share data shown pro forma as of 6/30/16 Source: SNL Financial Deposit Concentration By State FFBC Pro Forma Cincinnati, OH Indianapolis, IN FFBC (102) MSFG (101) Columbus, IN
Slide 5: The Combination of Two Strong Community Banks
6 The Combination of Two Strong Community Banks Market data as of 7/24/17 Consensus median Street estimates Does not reflect purchase accounting or merger adjustments Fully diluted ownership for FFBC and MSFG Source: SNL Financial, Thomson Reuters, Company documents; Financial data as of 6/30/17 Com
Slide 6: Strong Commercial Business & High Quality Loan Portfolio
7 Strong Commercial Business & High Quality Loan Portfolio Excludes owner-occupied CRE Loan composition & yields excludes purchase accounting marks Includes residential mortgage, home equity, installment, agriculture & credit card loans Note: Financial data as of 6/30/17, dollars in billions Source:
Slide 7: Exceptional Retail Franchise
8 Exceptional Retail Franchise Excludes purchase accounting marks Note: Core deposits excludes CDs greater than $250K Source: SNL Financial, Company documents; Financial data as of 6/30/17, dollars in billions Cost of Deposits MainSource Branch System Overview Top tier retail franchise drives strong
Slide 8: Transaction Summary
9 Transaction Summary Fixed exchange ratio of 1.3875 shares of First Financial for each share of MainSource common stock 100% Stock Consideration $1.0 billion in aggregate transaction value¹ $38.57 purchase price per share¹ MainSource options will be exchanged for comparable First Financial options
Slide 9: Financial Impact & Assumptions
10 Financial Impact & Assumptions Estimated $43 million; ~36% of MSFG’s total noninterest expense base (~13% on a combined basis) 40% of cost saves from consolidation of 45 – 50 banking centers 75% of cost saves realized in first year post-close, 100% thereafter Gross credit mark on MSFG’s loan port
Slide 10: Capital & Profitability
11 Capital & Profitability Total Assets Total Risk Based Capital ROAA4 ROATCE4 Tang. Common Equity / Tang. Assets4 Tier 1 Common Ratio Pro forma as of 6/30/17; excludes purchase accounting marks & growth Pro forma ratio at closing, 3/31/18; includes all purchase accounting adjustments Pro forma rati
Slide 11: Comprehensive Due Diligence & Preparation
12 Comprehensive Due Diligence & Preparation Disciplined & Experienced Acquirers Thorough Due Diligence Process Crossing $10 Billion Both First Financial & MainSource are highly experienced & disciplined acquirers of community banks, branches & asset managers Comprehensive process led by FFBC & MSFG
Slide 12: Business Integration Opportunity
13 Business Integration Opportunity No revenue synergies have been included in the financial modeling, however, we believe there are several opportunities to combine the strengths of both companies: Extends capabilities & expertise to MainSource lenders & clients Expanded commercial product set High
Slide 13: Business Integration Opportunity
Business Integration Opportunity No revenue synergies have been included in the financial modeling, however, we believe there are several opportunities to combine the strengths of both companies: Extends capabilities & expertise to MainSource lenders & clients Commercial Lending Expanded commercial
Slide 14: Long-Term Outperformance by Both Institutions
15 Long-Term Outperformance by Both Institutions Source: SNL Financial; Market data as of 7/24/17 10-Year Historical Stock Price Performance vs. NASDAQ Bank Index 26.5% - NASDAQ Bank 118.9% - MSFG 109.0% - FFBC Update Update (90.0%) (60.0%) (30.0%) 0.0% 30.0% 60.0% 90.0% 120.0% 150.0% Jul-07 Jul-08
Slide 15: Combined Management Structure
16 Combined Management Structure Claude Davis will assume the role of Executive Chairman of the board Three-year term, then transitions to Non-executive Chairman Archie Brown, Jr. will serve as President & CEO, member of the board Will jointly lead the company, partnering on strategy, management & p
Slide 16: Combined Management Structure
17 Combined Management Structure Chief Banking Officer – Anthony Stollings Chief Financial Officer – Jamie Anderson Chief Administrative Officer – John Gavigan Chief Credit Officer – Bill Harrod Chief Risk Officer – Shannon Kuhl General Counsel – Karen Woods Chief Internal Auditor – Matt Burgess Exe
Slide 17: Non-GAAP Reconciliation
18 Non-GAAP Reconciliation Based on 1.3875x shares of FFBC common stock for each MSFG common share outstanding Estimated based on assumptions, subject to change at transaction closing Restructuring costs allocated to FFBC Based on when Pro Forma TBV per share crosses over & begins to exceed projecte
Slide 18: Non-GAAP Reconciliation
19 Non-GAAP Reconciliation Estimated based on 1.3875x exchange ratio on FFBC’s closing price of July 24, 2017 and other transaction assumptions, subject to change at transaction closing MSFG goodwill and intangibles at 6/30/17 are based on internal averages Assumes 100% impact of Durbin 3 Update FFB
Slide 19: Non-GAAP Reconciliation
Non-GAAP Reconciliation Total common shareholders’ equity $898 $516 $1,949 Less: ooduil and other intangibles 210) 150) (257) - Encing tangible common equty (a) 3606, 3367 31.062 a Total assets eri “4.590 taza Less: oodwil and other intangibles Ending tangible assets (b) LT Net come 93 45 $193 a Mac
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